NATIONAL
      HOLDINGS CORPORAION

     

    VOTING
      AGREEMENT

     

    THIS
      VOTING AGREEMENT (the “Agreement”) is made and entered into as of this
      1st
      day of
      July, 2008 by and among National Holdings Corporation, a Delaware corporation
      (the "Company"), and the persons listed on Schedule I hereto (individually,
      a "Director" and collectively the "Directors").

     

    RECITALS:

     

    A. The
      Directors are the beneficial owners of an aggregate of 2,111,821 shares of
      the
      common stock of the Company, par value $.02 per share, including shares
      underlying the Company’s Series A Preferred Stock (the "Common
      Stock").

     

    B. The
      Company has entered into that certain Agreement and Plan of Merger dated as
      of
      November 7, 2007 (as the same may be amended, supplemented or otherwise modified
      in accordance with its terms, the “Merger Agreement”) by and among the Company,
      vFinance, Inc. (“vFinance”) and VFIN Acquisition Corporation, a wholly-owned
      subsidiary of the Company (“Merger Sub”) whereby the Merger Sub shall merge with
      and into vFinance (the "Merger").

     

    C. Pursuant
      to Section 8.1(i) of the Merger Agreement, it is a condition to the completion
      of the Merger that the Directors enter into this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    AGREEMENT

     

    
      
        
          	1.	
                  Voting.

                


        

      

    

     

    1.1 Director
      Shares.
      Each of
      the Directors agrees to hold all shares of Common Stock of the Company
      registered in their respective names or beneficially owned by them as of the
      date hereof and any and all other securities of the Company beneficially owned
      by each of the Directors after the date hereof (hereinafter collectively
      referred to as the "Director Shares") subject to, and to vote the Director
      Shares in accordance with, the provisions of this Agreement.

     

    1.2 Nomination
      of Directors.
      

     

    (a) Each
      of
      the Directors shall vote and shall take all other necessary or desirable actions
      within his control, (including, without limitation, execution of written
      consents or resolutions in lieu of meetings), from time to time and at all
      times
      in whatever manner shall be necessary, to ensure that each of the following
      persons is nominated to serve as a director of the Company: Mark Goldwasser
      ("Goldwasser"), Leonard Sokolow ("Sokolow"), Christopher C. Dewey (“Dewey”),
      Charles Modica (“Modica”), Jorge Ortega (“Ortega”), and up to three directors
      nominated by Goldwasser, who shall be reasonably satisfactory to vFinance (the
      "Goldwasser Nominated Director") and up to one additional director nominated
      by
      Sokolow, who shall be reasonably satisfactory to the Company (together with
      Modica and Ortega, the “Sokolow Nominated Directors”). In the event that: (i)
      Goldwasser beneficially owns less than 150,000 shares of the Common Stock,
      then
      the other Directors will not be obligated to nominate Goldwasser to serve as
      a
      member of the Company's board of directors and the Goldwasser Nominated
      Directors to serve as members of the Company's board of directors, and, as
      long
      as Goldwasser owns more than 150,000 shares
      of
      the Common Stock, Goldwasser shall have the right to designate a person (the
      "Replacement Director") to replace any Goldwasser Nominated Director and,
      assuming the Replacement Director is reasonably satisfactory to the other
      Directors, all of the other Directors shall vote to nominate the Replacement
      Director to the Company's board of directors; (ii) Dewey beneficially owns
      less
      than 150,000 shares of the Common Stock, then the other Directors will not
      be
      obligated to nominate such person; and (iii) Sokolow beneficially owns less
      than
      150,000 shares of the Common Stock, then the other Directors will not be
      obligated to nominate such person, or the Sokolow Nominated Directors to serve
      as members of the Company's board of directors, and, as long as Sokolow owns
      more than 150,000 shares
      of
      the Common Stock, Sokolow shall have the right to designate a Replacement
      Director to replace a Sokolow Nominated Director and, assuming the Replacement
      Director is reasonably satisfactory to the other Directors, all of the other
      Directors shall vote to nominate the Replacement Director to the Company's
      board
      of directors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) In
      the
      event that the Company’s outstanding Common Stock is listed for trading on AMEX
      or NASDAQ, the provisions of Section 1.2(a) shall be limited to provide
      that:

     

    (i) Goldwasser
      and Sokolow shall have the right to nominate persons to the Company’s board of
      directors or nominating committee, if any, but the board or nominating
      committee, if any, shall not be obligated to accept such nominees;
      and

     

    (ii) In
      addition to the rights set forth in Section 1.2(b)(i), provided that Messrs.
      Goldwasser and Sokolow own sufficient voting shares of capital stock of the
      Company to satisfy the voting rights requirements of the securities exchange
      on
      which the Company’s securities are listed, they may mutually agree to designate
      one person who shall serve on the Company’s board of directors as long as such
      person is reasonably satisfactory to the Company’s board of directors or
      nominating committee, if any. 

     

    (c) In
      the
      event of changes in all of the outstanding Common Stock by reason of stock
      dividends, stock splits, recapitalizations, mergers, consolidations,
      combinations, or exchanges of shares or other similar transactions, the number
      of shares set forth in Section 1.2(a) hereof, shall automatically be
      proportionately adjusted.

     

    1.3 Election
      of Directors.
      

    


    (a) Each
      of
      the Directors shall vote all of his Director Shares and take all other necessary
      or desirable actions within his control (including, without limitation,
      execution of written consents or resolutions in lieu of meetings), from time
      to
      time and at all times in whatever manner shall be necessary, to ensure that
      all
      of the persons nominated to be members of the Company's board of directors
      pursuant to Section 1.2 hereof are elected as directors of the Company;
provided,
      however,
      that in
      the event that the Company’s outstanding Common Stock is listed for trading on
      AMEX or NASDAQ, a Director’s obligation to vote his Director Shares shall be
      limited to the election of the Goldwasser Nominated Directors and the Sokolow
      Nominated Directors and any Replacement Director of either group. If all of
      the
      Sokolow Nominated Directors are not accepted by the Company’s board of directors
      or nominating committee, if any, Sokolow shall not be obligated to vote for
      the
      Goldwasser Nominated Directors. Similarly, if the Goldwasser Nominated Directors
      are not accepted by the Company’s board of directors or nominating committee, if
      any, Goldwasser and Dewey shall not be obligated to vote for the Sokolow
      Nominated Directors. 

     

    
      
        
        

      

      
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    (b) The
      Directors will be present, in person or by proxy, at all meetings of the
      stockholders of the Company at which directors are elected so that all Director
      Shares may be counted for the purpose of determining the presence of a quorum
      at
      meetings and voted as required herein. 

    


    1.4 Legend.

     

    (a) Concurrently
      with the execution of this Agreement, there shall be imprinted or otherwise
      placed, on certificates representing the Director Shares owned or hereinafter
      acquired the following restrictive legend (the "Legend"):

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS
      OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE
      SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES
      SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
      SUCH
      VOTING AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE
      RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
      COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

     

    (b) Except
      as
      provided in Section 1.4 (c) hereof, the Company agrees that, during the term
      of
      this Agreement, it will not remove, and will not permit to be removed (upon
      registration of transfer, reissuance of otherwise), the Legend from any such
      certificate and will place or cause to be placed the Legend on any new
      certificate issued to represent Director Shares theretofore represented by
      a
      certificate carrying the Legend.

     

    (c) The
      Company shall instruct the transfer agent to remove the Legend in the case
      of a
      bona fide sale or transfer which does not represent a Negotiated Sale, as such
      term is defined in Section 1.5 hereof. 

     

    1.5 Successors.
      The
      provisions of this Agreement shall be binding upon the successors in interest
      to
      any of the Director Shares in a private sale or transfer or in a privately
      negotiated public block sale or transfer (collectively, a “Negotiated Sale”). In
      the case of a Negotiated Sale, the Company shall not permit the transfer of
      any
      of the Director Shares on its books or issue a new certificate representing
      any
      of the Director Shares unless and until the person to whom such security is
      to
      be transferred shall have executed a written agreement, substantially in the
      form of this Agreement, pursuant to which such person becomes a party to this
      Agreement and agrees to be bound by all the provisions hereof as if such person
      were a Director. 

     

    
      
        
        

      

      
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    1.6 Other
      Rights.
      Except
      as provided by this Agreement or any other agreement entered into in connection
      with the Merger Agreement, each Director shall exercise the full rights of
      a
      holder of capital stock of the Company with respect to the Director Shares.
      

     

    
      	
              2.

            	
              Termination.

            


    

     

    2.1 This
      Agreement shall continue in full force and effect from the date hereof through
      the earliest of the following dates, on which date it shall terminate in its
      entirety:

     

    (a) the
      date
      of the closing of the Company’s merger into or consolidation with any other
      corporation or other entity, or any other corporate reorganization, in which
      the
      holders of the Company’s outstanding voting stock immediately prior to such
      transaction own, immediately after such transaction, securities representing
      less than fifty percent (50%) of the voting power of the corporation or other
      entity surviving such transaction, provided that this Section 2.1(a) shall
      not
      apply to a merger effected exclusively for the purpose of changing the domicile
      of the Company; 

     

    (b) the
      date
      as of which all the parties hereto terminate this Agreement by written
      consent;

     

    (c) the
      date
      that all of the Directors beneficially own less than one percent (1%) of the
      Common Stock; or

     

    (d) upon
      the
      fifth anniversary of this Agreement.

     

    2.2 In
      the
      event that (i) Goldwasser shall cease to be employed with the Company, then
      Sokolow’s obligation to vote for Goldwasser and the Goldwasser Nominated
      Director shall terminate but Goldwasser’s obligation to vote for Sokolow and the
      Sokolow Nominated Directors shall not be terminated and (ii) Sokolow shall
      cease
      to be employed with the Company then Goldwasser’s obligation to vote for Sokolow
      and the Sokolow Nominated Directors shall terminate but Sokolow’s obligation to
      vote for Goldwasser and the Goldwasser Nominated Directors shall not be
      terminated; provided
      further however,
      that
      nothing contained in this Section 2.2 shall prohibit Goldwasser or Sokolow
      from
      voting for the other or their nominated directors regardless of the employment
      status of Goldwasser or Sokolow, as the case may be.

     

    
      	
              3.

            	
              Miscellaneous.

            


    

     

    3.1 Director
      Ownership.
      Each
      Director represents and warrants to each other that (a) such Director now owns
      the Director Shares set forth opposite his name on Schedule I, free and clear
      of
      liens or encumbrances, and has not, prior to or on the date of this Agreement,
      executed or delivered any proxy or entered into any other voting agreement
      or
      similar arrangement other than one which has expired or terminated prior to
      the
      date hereof, and (b) such Director has full power and capacity to execute,
      deliver and perform this Agreement, which has been duly executed and delivered
      by, and evidences the valid and binding obligation of, such Director enforceable
      in accordance with its terms.

     

    3.2 Director
      Further Action.
      If and
      whenever the Director Shares are sold, the Directors or the personal
      representative of the Directors shall do all things and execute and deliver
      all
      documents and make all transfers, and cause any transferee of the Director
      Shares to do all things and execute and deliver all documents, as may be
      necessary to consummate such sale consistent with this Agreement. 

     

    
      
        
        

      

      
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    3.3 Specific
      Performance.
      The
      parties hereto hereby declare that it is impossible to measure in money the
      damages which will accrue to a party hereto or to their heirs, personal
      representatives, or assigns by reason of a failure to perform any of the
      obligations under this Agreement and agree that the terms of this Agreement
      shall be specifically enforceable. If any party hereto or his heirs, personal
      representatives, or assigns institutes any action or proceeding to specifically
      enforce the provisions hereof, any person against whom such action or proceeding
      is brought hereby waives the claim or defense therein that such party or such
      personal representative has an adequate remedy at law, and such person shall
      not
      offer in any such action or proceeding the claim or defense that such remedy
      at
      law exists.

     

    3.4 Governing
      Law.
      This
      Agreement, and the rights of the parties hereto, shall be governed by and
      construed in accordance with the laws of the State of Delaware as such laws
      apply to agreements to be performed entirely within the State of
      Delaware.

     

    3.5 Amendment
      or Waiver.
      This
      Agreement may be amended (or provisions of this Agreement waived) only by an
      instrument in writing signed by all of the parties hereto. Any amendment or
      waiver so effected shall be binding upon the Company, each of the parties hereto
      and any assignee of any such party.

     

    3.6 Severability.
      In the
      event one or more of the provisions of this Agreement should, for any reason,
      be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provisions of this
      Agreement, and this Agreement shall be construed as if such invalid, illegal
      or
      unenforceable provision had never been contained herein.

     

    3.7 Successors.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, successors, assigns, administrators, executors
      and
      other legal representatives.

     

    3.8 Additional
      Shares.
      In the
      event that subsequent to the date of this Agreement any shares or other
      securities are issued on, or in exchange for, any of the Director Shares by
      reason of any stock dividend, stock split, combination of shares,
      reclassification or the like, such shares or securities shall be deemed to
      be
      Director Shares for purposes of this Agreement.

     

    3.9 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original but all of which together shall constitute one and the same
      agreement.

     

    3.10 Waiver.
      No
      waivers of any breach of this Agreement extended by any party hereto to any
      other party shall be construed as a waiver of any rights or remedies of any
      other party hereto or with respect to any subsequent breach.

     

    3.11 Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (i) upon personal delivery to the party to be notified,
      (ii)
      when sent by confirmed telex or facsimile if sent during normal business hours
      of the recipient; if not, then on the next business day, (iii) five (5) days
      after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (iv) one (1) day after deposit with a nationally
      recognized overnight courier, specifying next day delivery, with written
      verification of receipt. All communications shall be sent to the party to be
      notified at the address as set forth on the signature page hereof or at such
      other address as such party may designate by ten (10) days advance written
      notice to the other parties hereto.

     

    
      
        
        

      

      
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    3.12 Entire
      Agreement.
      This
      Agreement and the Schedule attached hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and thereof and no party shall be liable or bound to any other in any
      manner by any representations, warranties, covenants and agreements except
      as
      specifically set forth herein and therein. 

     

    3.13 Consent
      To the Exclusive Jurisdiction Of the Courts Of New York; Waiver of Jury Trial;
      Arbitration.
      

     

    (a) SUBJECT
      TO THE ARBITRATION PROVISONS OF SUBSECTION (e) BELOW, EACH OF THE PARTIES HERETO
      HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL, STATE AND LOCAL
      COURTS LOCATED IN THE STATE OF NEW YORK, AS WELL AS TO THE JURISDICTION OF
      ALL
      COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF
      ANY
      SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS
      AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT
      LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION,
      PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY
      ARBITRAL DECISION OR AWARD. 

     

    (b) EACH
      PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION
      OR
      OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE FEDERAL,
      STATE AND LOCAL COURTS LOCATED IN THE STATE OF NEW YORK AND COVENANTS THAT
      IT
      SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH
      IN
      THIS ARTICLE XIV OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT
      OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

     

    (c) EACH
      OF
      THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE
      TO
      VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY
      OF
      SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS
      BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER
      IN
      ACCORDANCE WITH SECTION 12(k).

     

    (d) EACH
      OF
      THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY
      IN
      ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY
      OF
      THE OTHER TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
      OR THEREBY.

     

    
      
        
        

      

      
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    (e) Any
      controversy, dispute or claim arising out of or in connection with or relating
      to this Agreement, or the breach, termination or validity hereof or any
      transaction contemplated hereby (any such controversy, dispute or claim being
      referred to as a “Dispute”) shall be finally settled by arbitration conducted
      expeditiously in accordance with the Commercial Arbitration Rules then in force
      (the “AAA Rules”) of the American Arbitration Association (the “AAA”). There
      shall be a panel of three arbitrators who shall be appointed pursuant to AAA
      procedure, in each case, within fifteen (15) business days of receipt of the
      demand for arbitration by the respondent(s) in any such proceeding. Each of
      the
      arbitrators shall be an attorney with no less than fifteen (15) years’
experience in the practice of business law (preferably with experience in the
      acquisition and financing of businesses such as those engaged in by the Company
      and the Subsidiaries at the time such dispute arises) who shall not have
      performed any legal services for any of the parties or person controlled by
      any
      of the parties for a period of 5 years prior to the date the demand for
      arbitration is received by the respondent(s). The situs for an arbitration
      pursuant to this Section shall be New York, New York. A final award shall be
      rendered as soon as reasonably possible and, in any event, within ninety (90)
      days of the appointment of the panel of arbitrators; provided, however, that
      if
      the arbitrators determine by majority vote that fairness so requires, such
      ninety (90) day period may be extended by no more than sixty (60) additional
      days. The parties agree that the arbitrators shall have the right and power
      to
      shorten the length of any notice periods or other time periods provided in
      the
      AAA Rules and to implement Expedited Procedures under the AAA Rules in order
      to
      ensure that the arbitration process is completed within the time frames provided
      herein. The arbitration decision or award shall be reasoned and in writing.
      Judgment on the decision or award rendered by the arbitrators may be entered
      and
      specifically enforced in any court having jurisdiction thereof. Notwithstanding
      the provisions of Section 12(d), any arbitration held pursuant to the provisions
      of this Section shall be governed by the Federal Arbitration Act. All
      arbitrations commenced pursuant to this Agreement while any other arbitration
      hereunder shall be in progress shall be consolidated and heard by the initially
      constituted panel of arbitrators.

     

    3.14 Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement, and shall become effective when two
      or
      more of the counterparts have been signed by each of the parties and delivered
      to the other parties, it being understood that each party need not sign the
      same
      counterpart. 

     

    3.15 Interpretation.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement.



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as
      of
      the date first above written.

    


    
      	
              COMPANY:

            
	 
	
              National
                Holdings Corporation

            
	 	 
	
              By:

            	
              /S/
                MARK GOLDWASSER

            
	 	
              Mark
                Goldwasser, Chairman and CEO

            
	 	 
	
              DIRECTORS:

            
	 	 
	
              /S/
                MARK GOLDWASSER

            
	
              Mark
                Goldwasser

            
	 
	
              /S/
                LEONARD SOKOLOW

            
	
              Leonard
                Sokolow

            
	 
	
              /S/
                CHRISTOPHER DEWEY

            
	
              Christopher
                Dewey

            


    


    
      
        
        

      

      
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    SCHEDULE
      I

     

    LIST
      OF STOCKHOLDERS

    


    
      	
              Name

            	 	
              No. of Shares

            	 
	
              1.
                Mark Goldwasser

            	 	 	
              932,473

            	 
	
              2.
                Leonard Sokolow

            	 	 	
              823,622

            	 
	
              3.
                Christopher C. Dewey

            	 	 	
              355,674

            	 


    

     

    
      
        
        

      

      
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